Initial public offering and listing on GEM
Special announcement on investment risk
Sponsor (lead underwriter): Central China Securities Co.Ltd(601375)
hot tip
The application of Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. for the initial public offering of RMB common shares (A shares) (hereinafter referred to as “this offering”) has been examined and approved by the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), It has been approved to register by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2022] No. 126).
After negotiation between the issuer and the sponsor (lead underwriter) Central China Securities Co.Ltd(601375) (hereinafter referred to as ” Central China Securities Co.Ltd(601375) ” or “sponsor (lead underwriter)”), the number of shares issued this time is 30.5 million, all of which are new shares issued to the public, and the shareholders of the issuer will not transfer their old shares. The shares issued this time are planned to be listed on the gem of Shenzhen Stock Exchange.
The issuer and the recommendation institution (lead underwriter) specially draw investors’ attention to the following contents:
1. After the preliminary inquiry, the issuer and the sponsor (lead underwriter) shall, in accordance with the exclusion rules stipulated in the announcement on preliminary inquiry and promotion of initial public offering of shares by Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. and listing on the gem (hereinafter referred to as the “announcement on preliminary inquiry and promotion”), after excluding the preliminary inquiry results of investors who do not meet the requirements, Eliminate all placing objects whose proposed subscription price is higher than 50 yuan / share (excluding 50 yuan / share); Eliminate all placing objects with the proposed subscription price of 50 yuan / share and the subscription quantity of less than 10.1 million shares (excluding); All placing objects with a proposed subscription price of 50 yuan / share, a subscription quantity equal to 10.1 million shares and a subscription time later than 14:23:05:178 (excluding) on March 7, 2022 will be eliminated. A total of 132 placing pairs are eliminated in the above process
For example, the total number of shares to be purchased is 798.6 million, accounting for 1.0005% of the total number of 798192 million shares to be purchased after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription.
2. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the effective subscription multiple, the issuer’s fundamentals, the issuer’s industry, the valuation level of comparable companies, market conditions, demand for raised funds, underwriting risks and other factors, and negotiate to determine that the price of this issuance is 42.50 yuan / share, and the offline issuance will not conduct cumulative bidding inquiry.
Investors are requested to make online and offline subscription at this price on March 10, 2022 (t day), without paying subscription funds. The offline issuance and Subscription Date and online subscription date are March 10, 2022 (t day), of which the offline subscription time is 09:30-15:00, and the online subscription time is 9:15-11:30 and 13:00-15:00.
3. The issue price determined through negotiation between the issuer and the recommendation institution (lead underwriter) is 42.50 yuan / share, which does not exceed the median and weighted average of offline investors’ quotation after excluding the highest quotation and the securities investment fund established through public offering after excluding the highest quotation (hereinafter referred to as “public fund”) National Social Security Fund (hereinafter referred to as “social security fund”), basic endowment insurance fund (hereinafter referred to as “pension”) The enterprise annuity fund (hereinafter referred to as “enterprise annuity fund”) established in accordance with the measures for the administration of enterprise annuity fund and the insurance fund (hereinafter referred to as “insurance fund”) in accordance with the measures for the administration of the use of insurance funds, whichever is lower.
This offering does not arrange the strategic placement to the senior management and core employees of the issuer, asset management plans and other external investors. According to the issuing price, the relevant subsidiaries of the sponsor will not participate in the strategic placement. Finally, this issuance will not be targeted to strategic investors. The difference between the initial strategic placement and the final strategic placement of 1525000 shares will be transferred back to offline issuance.
4. This issuance is finally carried out by a combination of offline inquiry and placement to qualified investors (hereinafter referred to as “offline issuance”) and online pricing issuance to social public investors holding non restricted A-share shares in Shenzhen market and the market value of non restricted Depositary Receipts (hereinafter referred to as “online issuance”).
This offline issuance is conducted through the offline issuance electronic platform of Shenzhen Stock Exchange; The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription and pricing according to market value.
5. The issue price is 42.50 yuan / share, and the corresponding P / E ratio is:
(1) 38.61 times (earnings per share is calculated by dividing the net profit attributable to shareholders of the parent company before deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital before this issuance);
(2) 43.38 times (earnings per share is calculated by dividing the net profit attributable to shareholders of the parent company after deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital before the issuance);
(3) 51.54 times (earnings per share is calculated by dividing the net profit attributable to shareholders of the parent company before deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital after this issuance);
(4) 57.91 times (earnings per share is calculated by dividing the net profit attributable to shareholders of the parent company after deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital after this issuance).
6. The issue price is 42.50 yuan / share. Investors are requested to judge the rationality of the issue price according to the following conditions.
(1) According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of the issuer is “Q83 health”. The static average p / E ratio of Q83 health released by China Securities Index Co., Ltd. in the latest month is 67.50 times (as of March 7, T-3, 2022). Please refer to it when making decisions.
The issuance price of 42.50 yuan / share corresponds to the lower diluted P / E ratio of the issuer’s net profit attributable to the parent before and after deducting extraordinary profits and losses in 2020, which is 57.91 times, lower than the static average p / E ratio of the industry in the latest month published by China Securities Index Co., Ltd. on March 7 (T-3) 2022; It is lower than the average p / E ratio of comparable listed companies after deducting non profits in 2020. (2) The P / E ratio of the listed company is similar to that of the issuer as of February 3, 2023:
T-3 stock in 2020 minus the static City corresponding to the static city in 2020 securities code securities abbreviation closing price non front EPS non back EPS earnings ratio minus non front earnings ratio minus non back
(yuan / share) (yuan / share) (yuan / share) (2020) (2020)
Aier Eye Hospital Group Co.Ltd(300015) .SZ Aier Eye Hospital Group Co.Ltd(300015) 32.65 0.3189 0.3942 1023832 828260
3309. HK Xima ophthalmology 3.68 -0.0041 -0.0122 -8975610 -3016393
1846.hk deshijia 5.77 0.1598 0.1516361076380607
Arithmetic mean (excluding outliers – Xima Ophthalmology) 692454604433
Data source: wind information, data as of March 7, 2022 note 1: if there is mantissa difference in the calculation of P / E ratio, it is caused by rounding; Note 2: EPS before / after deduction of non recurring profit and loss in 2020 = net profit attributable to the parent before / after deduction of non recurring profit and loss in 2020 / total share capital on T-3 day; Note 3: since EPS before / after deduction of “Xima ophthalmology” is negative, it shall be excluded when calculating the average value of static P / E ratio before / after deduction; Note 4: the closing price of “Xima ophthalmology” and “deshijia” on T-3 and EPS before / after deduction in 2020 are measured in RMB, and the exchange rate adopts the central parity rate of the people’s Bank of China on March 7, 2022 (T-3).
The issuance price of 42.50 yuan / share corresponds to the lower diluted P / E ratio of the issuer before and after deducting non recurring profits and losses in 2020, which is 57.91 times, lower than the average static P / E ratio of “Q83 health” in the latest month and the average static P / E ratio of comparable listed companies, but there is still a risk that the decline of the issuer’s share price will bring losses to investors in the future. The issuer and the recommendation institution (lead underwriter) remind investors to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
(3) After the issue price is determined, the number of investors who have submitted valid quotations for offline issuance is 334, and the number of placement objects managed is 7504, accounting for 74.28% of the total number of placement objects after excluding invalid quotations; The total number of effective proposed subscriptions is 565482 million shares, accounting for 70.85% of the total number of subscriptions after excluding invalid quotations, which is 259306 times of the initial offline issuance scale after strategic placement callback and before online and offline callback.
(4) Investors are reminded to pay attention to the difference between the issuing price and the quotation of offline investors. For the quotation of offline investors, please refer to China Securities Journal, Shanghai Securities News, securities times, Securities Daily, economic reference website and http://www.cn.info.com.cn Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. initial public offering and listing on the gem (hereinafter referred to as the “issuance announcement”).
(5) The fund-raising demand amount disclosed in the letter of intent for the initial public offering of Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. and its listing on the gem (hereinafter referred to as the “letter of intent”) is 4935367 million yuan, the offering price is 42.50 yuan / share, and the corresponding financing scale is 129625 million yuan, which is higher than the above-mentioned fund-raising demand amount. The issuer will use the remaining raised funds for the company’s main business after performing the necessary procedures in accordance with the relevant provisions of the regulatory authorities.
(6) This offering follows the principle of market-oriented pricing. In the preliminary inquiry stage, offline institutional investors quote based on the real subscription intention. The issuer and the sponsor (lead underwriter) comprehensively consider the effective subscription multiple, the issuer’s fundamentals and its industry, market conditions, the valuation level of Listed Companies in the same industry Determine the issue price through negotiation based on the demand for raised funds, underwriting risk and other factors. The issue price does not exceed the lower of the median and weighted average of offline investors’ quotation after excluding the highest quotation and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, which is 425040 yuan / share. If any investor participates in the subscription, it shall be deemed that it has accepted the issue price. If there is any objection to the issue pricing method and issue price, it is suggested not to participate in this issue.
(7) Investors should pay full attention to the risk factors contained in the marketization of pricing, know that the stock may fall below the issue price after listing, effectively improve risk awareness, strengthen the concept of value investment and avoid blind speculation. Regulators, issuers and sponsors (lead underwriters) cannot guarantee that the shares will not fall below the issue price after listing.
7. According to the issuing price of 42.50 yuan / share, the total amount of funds raised by the issuer is expected to be 129625 million yuan. After deducting the estimated issuance cost of about 1319387 million yuan (excluding value-added tax and stamp tax), the net amount of funds raised is expected to be about 11643113 million yuan. If there is a mantissa difference, it is caused by rounding.
There is a risk that the net asset scale will increase significantly due to the acquisition of raised funds, which will have an important impact on the issuer’s production and operation mode, operation management and risk control ability, financial status, profitability and long-term interests of shareholders.
8. The shares issued online this time are not subject to circulation restrictions and restricted sales period. They can be circulated from the date when the shares issued to the public are listed on the gem of Shenzhen Stock Exchange.
The offline issuance part adopts the proportional sales restriction method, and the offline investors shall promise that the sales restriction period of 10% (rounded up) of the number of shares allocated to them is 6 months from the date of the issuer’s initial public offering and listing. That is, among the shares allocated to each placing object, 90% of the shares are sold indefinitely and can be circulated from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange; The sales restriction period of 10% of the shares is 6 months, and the sales restriction period starts from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange.
When offline investors participate in the preliminary inquiry and quotation and offline purchase, they do not need to fill in the arrangement of the restricted sale period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online restricted sale period disclosed in this announcement.
9. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to apply for new shares on their behalf. 10. According to the announcement on the initial public offering of shares by Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. and the preliminary placement results of offline issuance listed on the gem, offline investors shall pay the subscription funds for new shares in full and on time before 16:00 on March 14 (T + 2) 2022 according to the finally determined issuance price and allocated quantity. The subscription funds shall be paid in full within the specified time. If the subscription funds are not paid in full within the specified time or as required, all the new shares allocated to the placing object shall be invalid. If the above circumstances occur when multiple new shares are issued on the same day, all the new shares allocated to the placing object on that day shall be invalid. If different placing objects share bank accounts, if the subscription funds are insufficient, all the new shares allocated to the placing objects sharing bank accounts will be invalid. Offline investors are allocated multiple new shares on the same day. Please pay for each new share separately.
After the online investors win the lot in the subscription of new shares, they shall fulfill the obligation of capital delivery in accordance with the announcement on the results of initial public offering of shares by Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. and online lottery for listing on the gem, so as to ensure that their capital account will eventually have sufficient capital for the subscription of new shares on March 14 (T + 2) 2022, and the insufficient part shall be deemed to have given up the subscription, The resulting consequences and relevant legal liabilities shall be borne by the investors themselves. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located
